Beijing Tongshang Law Firm Shanghai Branch (the "Firm") has been entrusted by Hangzhou Baicheng Pharmaceutical Technology Co., Ltd. (the "Company" or "Baicheng Pharmaceutical") to issue this legal opinion regarding the proposed implementation of the 2026 Restricted Stock Incentive Plan (the "Incentive Plan"). This opinion is based on the relevant provisions of the Company Law of the People's Republic of China (the "Company Law"), the Securities Law of the People's Republic of China (the "Securities Law"), the Administrative Measures for Equity Incentives of Listed Companies (the "Management Measures"), the Listing Rules of the Shenzhen Stock Exchange (the "Listing Rules"), and other applicable laws, regulations, and normative documents (collectively referred to as "Laws and Regulations") as well as the Articles of Association of Hangzhou Baicheng Pharmaceutical Technology Co., Ltd. (the "Articles of Association").
To issue this legal opinion, the Firm has conducted a review of the relevant facts and legal matters concerning the Incentive Plan in accordance with the current laws and regulations of the People's Republic of China (excluding Hong Kong, Macau, and Taiwan for the purposes of this opinion). The Firm has relied on documents deemed necessary, including the draft of the 2026 Restricted Stock Incentive Plan and its summary (the "Incentive Plan Draft"), the Implementation Assessment Management Measures for the 2026 Restricted Stock Incentive Plan (the "Assessment Management Measures"), the list of initial grant recipients (the "Recipient List"), and other related documents, records, and materials provided by the Company.
The Firm has conducted necessary inquiries and discussions with the Company and its senior management regarding the matters involved in the Incentive Plan. The legal opinion is based on facts that have occurred or existed prior to the date of this opinion and the relevant provisions of current laws and regulations and the Articles of Association. The Firm only expresses opinions on legal issues related to the Incentive Plan and does not provide opinions on the reasonableness of the stock value, assessment criteria, or other non-legal professional matters.
In citing relevant financial data or conclusions in this legal opinion, the Firm has exercised due diligence; however, such citations should not be construed as any express or implied guarantee of the truthfulness and accuracy of such data or conclusions. For facts that are crucial to this legal opinion but cannot be supported by independent evidence, the Firm relies on statements or certificates issued by relevant government departments, the Company, or other relevant entities or individuals.
The issuance of this legal opinion is based on the following assurances from the Company:
- All documents and statements provided to the Firm by the Company are complete, true, and valid, and all facts and documents that could affect this legal opinion have been disclosed without any concealment or significant omissions.
- All signatures and seals in the documents provided by the Company are authentic, and the copies, photocopies, or scanned copies of the documents are consistent with the originals.
The Firm has strictly fulfilled its statutory responsibilities, adhered to the principles of diligence and good faith, and conducted thorough verification of the facts and legal issues related to the Incentive Plan, ensuring that the facts recognized in this legal opinion are true, accurate, and complete, and that the conclusions expressed are legal and accurate, without any false records, misleading statements, or significant omissions, and assumes corresponding legal responsibilities.